THIRD AMENDMENT
Exhibit
10.29(d)
This Third Amendment is dated as of July 19, 2007 by and between The Vail
Corporation (d/b/a Vail Associates, Inc.) (“VA”) and Xxxxxxx X. Xxxxxx
(“Executive”).
RECITALS
A. VA and Executive are parties to
that certain Employment Agreement, dated as of May 1, 1997, as amended by the
First Amendment, dated as of August 1, 1999, and the Second Amendment, dated
as
of July 22, 1999 (collectively “Employment Agreement”), whereby Executive agreed
to render certain services and serve in the employ of VA under the terms and
conditions provided for in the Employment Agreement; and
B. VA and Executive wish to
amend certain terms and conditions of the Employment Agreement as hereinafter
provided. All terms not defined herein shall have the meaning given in the
Employment Agreement.
COVENANTS
NOW THEREFORE, the parties agree hereto as follows:
1. Section 2(g) is hereby
amended to add the following language as a new paragraph after the fifth full
paragraph of Section 2(g):
“Notwithstanding
the foregoing,
Executive shall have the right to purchase VA’s interest in the Residence at any
time during the term of the Employment Agreement by providing VA notice of
such
intent to purchase. Upon closing of the purchase of VA’s interest in
the Residence by Executive, VA shall be entitled to receive its proportionate
share of the appraised price, net of actual normal and customary closing costs
incurred in connection with such purchase (e.g. title insurance premiums,
transfer taxes, etc.) and material home improvements, each in accordance with
the terms set forth herein.”
2. This
Third Amendment shall be binding upon Executive, his spouse as acknowledged
and
agreed below, and the heirs, estate and personal representatives of
Executive. This Third Amendment shall run with the Residence and shall
survive the termination or expiration of the Employment Agreement. This
Third Amendment may be disclosed to all persons and entities as necessary to
enforce its terms or as may be required by law, including without limitation
proxy statements of VA’s parent company or otherwise, and VA, in its sole and
absolute discretion, may record this Third Amendment in the office of the Clerk
and Recorder of Eagle County, Colorado.
3. All
other terms and conditions stated in the Employment Agreement shall remain
in
full force and effect. To the extent there is any conflict between the
terms of this Third Amendment and the terms of the Employment Agreement, the
terms of this Third Amendment shall control.
IN WITNESS whereof, the parties have executed this Third Amendment as of the
day
first written above.
EXECUTIVE:
THE VAIL CORPORATION (d/b/a VAIL ASSOCIATES,
INC.)
/s/
Xxxxxxx X. Jensen______ By: /s/
Xxxxxx X.
Xxxx
Xxxxxxx
X. Xxxxxx Name: Xxxxxx
X.
Xxxx
Its: CEO
ACKNOWLEDGED
AND AGREEMENT BY XXXXXX X. XXXXXXXXX-XXXXXX.
I,
Xxxxxx
X. Xxxxxxxxx-Xxxxxx, acknowledge that although I am not a party to the
Employment Agreement or this Third Amendment, I specifically agree that, in
connection with any ownership interest that I may have or hereafter acquire
in
the Residence, I will be bound by the terms of this Third Amendment and agree
to
cooperate with VA and Executive such that the terms of this Third Amendment
may
be fully performed for the benefit of VA.
/s/
Xxxxxx X.
Xxxxxxxxx-Xxxxxx
Date: 7/19/07
Xxxxxx
X.
Xxxxxxxxx-Xxxxxx
